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SANTA CLARA, Calif. & JERUSALEM--(BUSINESS WIRE)--Intel Corporation (NASDAQ: INTC) and Mobileye N.V. (NYSE: MBLY) today
announced a definitive agreement under which Intel would acquire
Mobileye, a global leader in the development of computer vision and
machine learning, data analysis, localization and mapping for advanced
driver assistance systems and autonomous driving. Pursuant to the
agreement, a subsidiary of Intel will commence a tender offer to acquire
all of the issued and outstanding ordinary shares of Mobileye for $63.54
per share in cash, representing an equity value of approximately $15.3
billion and an enterprise value of $14.7 billion.

The combination is expected to accelerate innovation for the automotive
industry and position Intel as a leading technology provider in the
fast-growing market for highly and fully autonomous vehicles. Intel
estimates the vehicle systems, data and services market opportunity to
be up to $70 billion by 2030. This transaction extends Intel’s strategy
to invest in data-intensive market opportunities that build on the
company’s strengths in computing and connectivity from the cloud,
through the network, to the device.

This acquisition will combine the best-in-class technologies from both
companies, spanning connectivity, computer vision, data center, sensor
fusion, high-performance computing, localization and mapping, machine
learning and artificial intelligence. Together with partners and
customers, Intel and Mobileye expect to deliver driving solutions that
will transform the automotive industry. The combined global autonomous
driving organization, which will consist of Mobileye and Intel’s
Automated Driving Group, will be headquartered in Israel and led by
Prof. Amnon Shashua, Mobileye’s Co-Founder, Chairman and CTO. The
organization will support both companies’ existing production programs
and build upon relationships with automotive OEMs, Tier-1 suppliers
and semiconductor partners to develop advanced driving assist, highly
autonomous and fully autonomous driving programs. Intel Senior Vice
President Doug Davis will oversee the combined organization’s engagement
across Intel’s business groups and will report to Prof. Amnon Shashua
after the transaction’s closing.

“This acquisition is a great step forward for our shareholders, the
automotive industry and consumers,” said Brian Krzanich, Intel CEO.
“Intel provides critical foundational technologies for autonomous
driving including plotting the car’s path and making real-time driving
decisions. Mobileye brings the industry’s best automotive-grade computer
vision and strong momentum with automakers and suppliers. Together, we
can accelerate the future of autonomous driving with improved
performance in a cloud-to-car solution at a lower cost for automakers.”

“We expect the growth towards autonomous driving to be transformative.
It will provide consumers with safer, more flexible, and less costly
transportation options, and provide incremental business model
opportunities for our automaker customers,” said Mr. Ziv Aviram,
Mobileye Co-Founder, President and CEO. “By pooling together our
infrastructure and resources, we can enhance and accelerate our combined
know-how in the areas of mapping, virtual driving, simulators,
development tool chains, hardware, data centers and high-performance
computing platforms. Together, we will provide an attractive value
proposition for the automotive industry.”

As cars progress from assisted driving to fully autonomous, they are
increasingly becoming data centers on wheels. Intel expects that by
2020, autonomous vehicles will generate 4,000 GB of data per day, which
plays to Intel’s strengths in high-performance computing and network
connectivity. The complexity and computing power of highly and fully
autonomous cars creates large-scale opportunities for high-end Intel®
Xeon® processors and high-performance EyeQ®4 andEyeQ®5SoCs, high-performance FPGAs, memory, high-bandwidth
connectivity, and computer vision technology.

Transaction Details and Timing

The transaction is expected to be accretive to Intel’s non-GAAP EPS and
free cash flow immediately. Intel intends to fund the acquisition with
cash from the balance sheet.

The transaction is expected to close within the next nine months. It has
been approved by the Intel and Mobileye Boards of Directors and is
subject to the receipt of certain regulatory approvals and other closing
conditions. The offer is not subject to any financing conditions.

An Extraordinary General Meeting of Mobileye’s shareholders will be
convened in connection with the offer to adopt, among other things,
certain resolutions relating to the transaction.

For further information regarding the terms and conditions contained in
the definitive agreement, please see Intel’s Current Report on Form 8-K
and Mobileye’s Current Report on Form 6-K, which will be filed with the
Securities and Exchange Commission in connection with this transaction.
The offer will be described in more detail in a tender offer statement
on Schedule TO to be filed by Intel and one or more of its subsidiaries
and a solicitation/recommendation statement on Schedule 14D-9 to be
filed by Mobileye.

Intel and Mobileye management will hold a public webcast at 5:30 a.m. PT
(8:30 a.m. ET) today to discuss the transaction. The live webcast and a
copy of the presentation materials can be found at http://intelandmobileye.transactionannouncement.com.
The live webcast can also be accessed in the United States at
1-855-631-5368 and outside the United States at +1-330-863-3283 with the
passcode 84684571. A webcast replay and a copy of the webcast
presentation materials will also be available on Intel’s Investor
Relations website at www.intc.com
and on Mobileye’s Investor Relations website at ir.mobileye.com.

About Intel

Intel expands the boundaries of technology to make the most amazing
experiences possible. Information about Intel can be found at newsroom.Intel.com
and Intel.com.

About Mobileye N.V.

Mobileye N.V. is the global leader in the development of computer vision
and machine learning, data analysis, localization and mapping for
Advanced Driver Assistance Systems and autonomous driving. The Company's
technology keeps passengers safer on the roads, reduces the risks of
traffic accidents, saves lives and has the potential to revolutionize
the driving experience by enabling autonomous driving. The Company's
proprietary software algorithms and EyeQ® chips perform
detailed interpretations of the visual field in order to anticipate
possible collisions with other vehicles, pedestrians, cyclists, animals,
debris and other obstacles. The Company's products are also able to
detect roadway markings such as lanes, road boundaries, barriers and
similar items; identify and read traffic signs, directional signs and
traffic lights; create a Roadbook™ of localized drivable paths and
visual landmarks using REM™; and provide mapping for autonomous driving.
The Company's products are or will be integrated into car models from
more than 25 global automakers. The Company's products are also
available in the aftermarket.

Additional Information and Where to Find It

The tender offer described herein has not yet commenced. This press
release is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell any ordinary shares of
Mobileye N.V. (“Mobileye”) or any other securities. On the commencement
date of the tender offer, a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and related
documents, will be filed with the U.S. Securities and Exchange
Commission (the “SEC”) by Intel and one or more of its subsidiaries and
a solicitation/recommendation statement on Schedule 14D-9 will be filed
with the SEC by Mobileye. The offer to purchase all of the issued and
outstanding ordinary shares of Mobileye will only be made pursuant to
the offer to purchase, the letter of transmittal and related documents
filed as a part of the tender offer statement on Schedule TO. THE TENDER
OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN
IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF MOBILEYE ARE URGED
TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH HOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY
SHARES. Investors and security holders may obtain a free copy of these
statements (when available) and other documents filed with the SEC at
the website maintained by the SEC at www.sec.gov,
at the transaction website (http://intelandmobileye.transactionannouncement.com),
or by directing such requests to the Information Agent for the tender
offer that will be named in the tender offer statement on Schedule TO.

Forward-Looking Statements

This document contains forward-looking statements related to the
proposed transaction between Intel and Mobileye, including statements
regarding the benefits and the timing of the transaction as well as
statements regarding the companies’ products and markets. Words such as
“anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,”
“may,” “plan,” “project,” “predict,” “should,” “would” and “will” and
variations of such words and similar expressions are intended to
identify such forward-looking statements. Such statements are based on
management's expectations as of the date they were first made and
involve risks and uncertainties that could cause our actual results to
differ materially from those expressed or implied in our forward-looking
statements. Such risks and uncertainties include, among others, the
outcome of regulatory reviews of the proposed transaction; the ability
of the parties to complete the transaction in the time expected or at
all; the ability of Intel to successfully integrate Mobileye’s business;
the market for advanced driving assistance systems and autonomous
driving may develop more slowly than expected or than it has in the
past; evolving government regulation of the advanced driving assistance
systems and autonomous driving markets; the risk that we are unable to
commercially develop the technologies acquired or achieve the
anticipated benefits and synergies of the transaction; the risk that we
are unable to develop derivative works from the technologies acquired;
our ability to attract new or maintain existing customer and supplier
relationships at reasonable cost; the failure to protect and enforce our
intellectual property rights; assertions or claims by third parties that
we infringe their intellectual property rights; the risk of
technological developments and innovations by others; the risk of
potential losses related to any product liability claims and litigation;
the risk that the parties are unable to retain and hire key personnel;
unanticipated restructuring costs may be incurred or undisclosed
liabilities assumed; and other risks detailed in Intel’s and Mobileye’s
filings with the SEC, including those discussed in Intel’s most recent
Annual Report on Form 10-K and in any subsequent periodic reports on
Form 10-Q and Form 8-K and Mobileye’s most recent Annual Report on Form
20-F and in any subsequent reports on Form 6-K, each of which is on file
or furnished with the SEC and available at the SEC’s website at www.sec.gov.
SEC filings for Intel are also available on Intel’s Investor Relations
website at www.intc.com,
and SEC filings for Mobileye are available in the Investor Relations
section of Mobileye’s website at ir.mobileye.com.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. Unless
otherwise required by applicable law, Intel and Mobileye undertake no
obligation and do not intend to update these forward-looking statements,
whether as a result of new information, future events or otherwise.

Intel and the Intel logo are trademarks of Intel Corporation in the
United States and other countries.

Mobileye, EyeQ, and Mobileye logo are registered trademark of Mobileye
group in the United States and in other countries.